Section 36Part 1 — Exempted Limited Partnership Act
Dissolution
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An exempted limited partnership shall b e voluntarily wound up in accordance with the provisions of the partnership agreement —
at the time or upon the occurrence of any event specified in the partnership agreement; or
unless otherwise specified in the partnership agreement, upon the pas sing of a resolution of all the general partners and a two - thirds majority of limited partners.
On the completion of the winding up of an exempted limited partnership, the general partner or other person appointed as liquidator in accordance with subse ction (12) shall —
file a notice of dissolution with the Registrar; and
submit to the Registrar the prescribed fee, and subject to section 37, an exempted limited partnership shall not be dissolved by an act of the partners or otherwise until a notice of dissolution signed by a general partner or liquidator has been filed with the Registrar and the prescribed fee has been submitted to the Registrar.
Except to the extent that the provisions are not consistent with this Act , and in the event of any inconsistencies, this Act shall prevail, and subject to any express provisions of this Act to the contrary, the provisions of Part 5 of the Companies Act (2025 Revision) and the Companies Winding Up Rules (2023 Consolidation) shall apply to the winding up of an exempted limited partnership and for this purpose —
references in Part 5 to a company shall include references to an exempted limited partnership;
the limited partners shall be treated as if they were shareholder s of a company and references to contributories in Part 5 shall be construed accordingly, except that the application of the provisions shall not cause a limited partner to be subject to any greater liability than that limited partner Section 36 Exempted Limited Partnership Act (2025 Rev ision) would otherwise bear under this Act , but for the application of this paragraph;
references in Part 5 to a director or officer of a company shall include references to the general partner of an exempted limited partnership;
except for sections 123, excluding subsection (1)(b) and (c), 129, 140, 145, and 147 of the Companies Act (2025 Revision) , Part 5 shall not apply to a voluntary dissolution and winding up under subsection (1);
in the case of a voluntary winding - up of an exempted limited partnership under subsection (1) where the partnership was registered under section 9 prior to 11th May 2009, the necessary time period for compliance with the requirements of section 123 (1) of the Companies Act (2025 Revision) shall be at least twenty - eight days pri or to the final distribution of the assets of the exempted limited partnership to partners rather than within twenty - eight days of the commencement of its voluntary winding - up;
the Insolvency Rules Committee established pursuant to the Companies Act (2 0 2 5 Revision) shall have the power to make rules and prescribe forms for the purpose of giving effect to this section or its interpretation; and
on application by a partner, creditor or liquidator, the court may make orders and give directions for the winding up and dissolution of an exempted limited partnership as may be just and equitable.
Notwithstanding that any order or direction has been made pursuant to subsection (3)(g) or that the winding up of an exempted limited partnership has commenced, a creditor who has security over the whole or part of the assets of the exempted limited partne rship is entitled to enforce that person’s security without the leave of the court and without reference to the general partner or any liquidator appointed to w ind up the exempted limited partnership.
Where a liquidator sells assets on behalf of a secured creditor of an exempted limited partnership, the liquidator is entitled to deduct from the proceeds of sale a reasonable sum by way of remuneration.
Where an exempted limited partnership is being wound up and a liquidator is appointed, the Registrar shall within 28 days of the appointment be notified of the name and business address of the liquidator.
The general partner or its legal representative sh all promptly serve notice on all limited partners informing the limited partners of —
the death;
the commencement of liquidation, bankruptcy or dissolution proceedings; or
the withdrawal, removal or making of a winding up or dissolution order, in relation to the sole or last remaining qualifying general partner and in this section each event is referred to an “ event of withdrawal ”.
If default is made in compliance with this section, each general partner or its legal representative, in defaul t shall incur a penalty of twenty - five dollars for each day that the default continues, which penalty shall be a debt due to the Registrar.
Unless the partnership agreement provides otherwise, if a new qualifying general partner is not elected within n inety days after the service of notice of an event of withdrawal in accordance with subsection (7), in this section referred to as “ the automatic wind up date ”, the exempted limited partnership shall be wound up in accordance with the partnership agreement or the orders or directions the court may make or give in accordance with subsection (3)(g).
The winding up of an exempted limited partnership shall be deemed to commence upon the earlier to occur of any of the following —
the passing of a resolu tion for winding up;
subject to subsection (9), the automatic wind up date;
the expiry of the period fixed for the duration of the exempted limited partnership by the partnership agreement;
the occurrence of an event provided by the partnership agreement upon which the exempted limited partnership is to be wound up; or
where a winding up order has been made, the presentation of the petition for winding up.
In the event that an exempted limited partnership is required to be wound up in a ccordance with the provisions of subsection (9) then the date of commencement of winding up shall be the date falling ninety days after the service of notice of an event of withdrawal.
If a majority of limited partners specified in the partnership agr eement as being entitled to vote to elect a new general partner in accordance with the terms of the partnership agreement elects one or more new qualifying general partners by the automatic winding up date —
the exempted limited partnership shall not b e required to be wound up and dissolved; and
the business of the exempted limited partnership may be resumed and continued as provided for in the partnership agreement or any subsequent agreement.
Following the commencement of the winding up of an exempted limited partnership its affairs shall be wound up by the general partner or other person appointed pursuant to the partnership agreement unless the court otherwise orders on the application of any partner, creditor or liquidator of the exempted l imited partnership pursuant to subsection (3)(g). Section 37 Exempted Limited Partnership Act (2025 Rev ision)